magicJack VocalTec, Ltd. (“magicJack”) is a Voice over IP (VOIP) cloud-based communications company.
According to the Complaint, on November 9, 2017, magicJack and B. Riley Financial Inc. ("B. Riley") jointly announced that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, B. Riley, and B. R. Acquisition Ltd., an Israeli corporation and wholly owned subsidiary of B. Riley.
The Complaint alleges that on February 8, 2018, in order to convince magicJack stockholders to vote in favor
of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Definitive Proxy Statement on a Schedule 14A (the “Proxy Statement”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that, specifically, the Proxy Statement contains materially incomplete and misleading information concerning: (i) the Company’s financial projections; (ii) the financial analyses performed by the Company’s financial advisor, BofA Merrill Lynch, in support of its fairness opinion; and (iii) the background process leading up to the Merger Agreement.